Ancient epics had a curious and rich afterlife in the Middle Ages. The epics of Virgil and Statius were taught in schools, read for their moral content, and revered as philosophical teaching. But their literary afterlife involved a remarkable shape-shifting into the genre romance: narratives in which erotic love, individual quests, imaginary or exotic settings, and the unpredictability of adventure replace the epic emphasis on duty, collective warfare, history (including mythic history), and the determinacy of fate. We will read Virgil’s Aeneid and Statius’ Thebaid, along with some late antique literary and philosophical treatments of classical epic, in order to set the stage for medieval receptions of the classical narratives. Among medieval romances of pagan antiquity, we will read two important French texts (in English translation) from the twelfth century: the Roman d’Eneas (Romance of Aeneas) and the Roman de Thebes (indirectly based on Statius’ work). Then we will turn to some of the best known medieval English romances with classical themes or elements, including Chaucer’s Knight’s Tale and Troilus and Criseyde, and Chaucer’s own quasi-epic, the House of Fame. We will look especially closely at the treatment of the figure of Dido in medieval poetry and thought.